EXHIBIT 10.2
    

    
      AMENDED AND RESTATED
UNCONDITIONAL
      GUARANTY OF PAYMENT AND PERFORMANCE
    

    
      THIS AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND
      PERFORMANCE (this “Guaranty”) is made as of this 11th day of
      December, 2009, by RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland
      real estate investment trust, having its principal place of business and
      chief executive office at 31500 Northwestern Highway, Suite 300,
      Farmington Hills, Michigan  48334 (“Trust”), and the other Persons, if
      any, now or hereafter a party hereto as a Subsidiary Guarantor (the
      Trust and such other Subsidiary Guarantors are hereinafter referred to
      collectively as the “Guarantors”), in favor of KeyBank National
      Association, a national bank organized under the laws of the United
      States of America, its successors and assigns, for itself (“KeyBank”)
      and in its capacity as agent (the “Agent”) for certain other lenders
      (including the Swing Line Lender and the Issuing Bank) that may now be
      or may hereafter become a party to the “Loan Agreement” (as such term is
      defined below), having an office at 1200 Abernathy Road, Suite 1550,
      Atlanta, Georgia 30328, Attn: Dan Silbert.  KeyBank (except when acting
      as the Agent) and each other lending institution which may now be or may
      hereafter become a party to the Loan Agreement (including the Swing Line
      Lender and the Issuing Bank), shall be referred to collectively herein
      as the “Banks.”
    

    
      WHEREAS, Ramco-Gershenson Properties, L.P., a Delaware limited
      partnership (the “Debtor”), the Trust, KeyBank, the Agent, and the Banks
      are parties to that certain Amended and Restated Secured Master Loan
      Agreement dated of even date herewith (as the same may be modified,
      amended, increased, renewed or restated, the “Loan Agreement”), pursuant
      to which the Debtor is liable for the “Obligations” (as such term is
      defined in the Loan Agreement), including without limitation, loans and
      other financial accommodations from the Banks (including the Agent in
      its capacity as a Bank thereunder) in the aggregate principal amount of
      up to $217,000,000.00 (as the Total Commitment and the Obligations may
      be increased to $267,000,000.00 as provided in the Loan Agreement) (all
      Obligations, as the same may be increased pursuant to the Loan
      Agreement, being hereinafter referred to as the “Indebtedness”); and
    

    
      WHEREAS, it is a condition precedent to the effectiveness of the Loan
      Agreement that this Guaranty be executed and delivered by the Guarantors
      in favor of the Agent; and
    

    
      WHEREAS, the Trust is the sole general partner of and the owner of at
      least a 90% of the ownership interests in Debtor, and the Debtor is the
      owner of all or a majority of the ownership interests in each other
      Guarantor; and
    

    
      WHEREAS, the Borrower and the Subsidiary Guarantors are mutually
      dependent upon each other in the conduct of their business as an
      integrated operation and each of the Guarantors will derive substantial
      benefit and advantage from the financial accommodations to the Debtor
      set forth in the Loan Agreement including the loans and advances made to
      the Debtor thereunder, and it will be to the Guarantors’ direct interest
      and economic benefit to assist the Debtor in procuring said financial
      accommodations from the Banks by executing and delivering this Guaranty;
    

    
      NOW, THEREFORE, for and in consideration of the premises and in order to
      induce the Agent and the Banks to enter into the Loan Agreement and the
      Banks to make loans, issue Letters of Credit and provide other financial
      accommodations thereunder, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Guarantors hereby agree as follows (unless otherwise
      defined herein all capitalized terms used herein shall have their
      meanings as set forth in the Loan Agreement):
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      1.                 Guaranty
      of Payment.
    

    
      (a)                          The Guarantors hereby, jointly and
      severally, unconditionally guarantee the full and prompt payment to the
      Banks and the Agent, on behalf of the Banks, when due, upon demand, at
      maturity or by reason of acceleration or otherwise and at all times
      thereafter, of any and all of the Indebtedness.
    

    
      (b)                          The Guarantors acknowledge that valuable
      consideration supports this Guaranty, including, without limitation, the
      consideration set forth in the recitals above as well as any commitment
      to lend, extension of credit, issuance of Letter of Credit or other
      financial accommodation, whether heretofore or hereafter made by the
      Banks to the Debtor; any extension, renewal, increase or replacement of
      any of the Indebtedness; any forbearance with respect to any of the
      Indebtedness or otherwise; any cancellation of an existing guaranty; any
      purchase of any of the Debtor’s assets by the Banks; or any other
      valuable consideration.
    

    
      (c)                          The Guarantors agree that all payments
      under this Guaranty shall be made in United States currency and the same
      manner as provided for the Indebtedness.
    

    
      2.                 The
      Banks’ Costs and Expenses.
    

    
      The Guarantors jointly and severally agree to pay on demand, if not paid
      by the Debtor, all reasonable costs and expenses of every kind incurred
      by the Agent or the Banks: (a) in enforcing this Guaranty, (b) in
      collecting any of the Indebtedness from the Debtor or Guarantors, (c) in
      realizing upon or protecting any collateral for this Guaranty or for
      payment of any of the Indebtedness, and (d) for any other purpose
      related to the Indebtedness or this Guaranty.  “Costs and expenses” as
      used in the preceding sentence shall include, without limitation, the
      actual reasonable attorneys’ fees incurred by the Agent or any Bank in
      retaining counsel for advice, suit, appeal, any insolvency or other
      proceedings under the United States Bankruptcy Code or otherwise, or for
      any purpose specified in the preceding sentence.
    

    
      3.                 Nature
      of Guaranty: Continuing, Absolute and Unconditional.
    

    
      (a)                          This Guaranty is and is intended to be a
      continuing guaranty of payment of the Indebtedness, independent of and
      in addition to any other guaranty, endorsement, collateral or other
      agreement held by the Agent or the Banks therefor or with respect
      thereto, whether or not furnished by any Guarantor.  The obligation of
      the Guarantors to repay the Indebtedness hereunder shall be
      unlimited.  The Guarantors shall have no right of subrogation with
      respect to any payments made by Guarantors hereunder, and hereby waive
      any benefit of, and any right to participate in, any security or
      collateral given to the Agent or the Banks to secure payment of the
      Indebtedness, until all of the Indebtedness outstanding or contracted or
      committed for (whether or not outstanding) is paid in full, and the
      Guarantors agree that none of them will take any action to enforce any
      obligations of the Debtor to such Guarantor prior to the Indebtedness
      being paid in full, provided that, in the event of the bankruptcy or
      insolvency of the Debtor, the Agent, on behalf of the Banks, shall be
      entitled notwithstanding the foregoing, to file in the name of any
      Guarantor or in its own name a claim for any and all indebtedness owing
      to such Guarantor by the Debtor, vote such claim and to apply the
      proceeds of any such claim to the Indebtedness.
    

    
      
        

        

      

      
        
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      (b)                          Except as otherwise provided for in Section
      8.7 of the Loan Agreement, for the further security of the Banks and
      without in any way diminishing the liability of the Guarantors,
      following the occurrence of an Event of Default under the Loan Agreement
      and acceleration of the Indebtedness, all debts and liabilities, present
      or future of the Debtor to Guarantors and all monies received from the
      Debtor or for its account by Guarantors in respect thereof shall be
      received in trust for the Banks and forthwith upon receipt shall be paid
      over to the Agent, on behalf of the Banks, until all of the Indebtedness
      has been paid in full.  This assignment and postponement is independent
      of and severable from this Guaranty and shall remain in full effect
      whether or not any Guarantor is liable for any amount under this
      Guaranty.
    

    
      (c)                          This Guaranty is absolute and unconditional
      and shall not be changed or affected by any representation, oral
      agreement, act or thing whatsoever, except as herein provided. This
      Guaranty is intended by the Guarantors to be the final, complete and
      exclusive expression of the guaranty agreement between the Guarantors,
      the Banks and the Agent, on behalf of the Banks.  No modification or
      amendment of any provision of this Guaranty shall be effective unless in
      writing and signed by a duly authorized officer of the Agent, on behalf
      of the Banks.
    

    
      (d)                          In the event of the business failure of any
      Guarantor or if there shall be pending any bankruptcy or insolvency case
      or proceeding with respect to any Guarantor under the United States
      Bankruptcy Code or any other applicable law or in connection with the
      insolvency of any Guarantor, or if a liquidator, receiver, or trustee
      shall have been appointed for any Guarantor or any Guarantor’s
      properties or assets, the Agent on behalf of the Banks may file such
      proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Agent on behalf of the
      Banks allowed in any proceedings relative to such Guarantor, or any of
      such Guarantor’s properties or assets, and, irrespective of whether the
      Indebtedness or other Obligations of the Debtor guaranteed hereby shall
      then be due and payable, by declaration or otherwise, the Agent on
      behalf of the Banks shall be entitled and empowered to file and prove a
      claim for the whole amount of any sums or sums owing with respect to the
      Indebtedness or other Obligations of the Debtor guaranteed hereby, and
      to collect and receive any moneys or other property payable or
      deliverable on any such claim.  Guarantors covenant and agree that upon
      the commencement of a voluntary or involuntary bankruptcy proceeding by
      or against the Debtor or any other Guarantor, no Guarantor shall seek a
      supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other
      provision of the United States Bankruptcy Code or any other debtor
      relief law (whether statutory, common law, case law, or otherwise) of
      any jurisdiction whatsoever, now or hereafter in effect, which may be or
      become applicable, to stay, interdict, condition, reduce or inhibit the
      ability of the Agent to enforce any rights of the Agent against
      Guarantors by virtue of this Guaranty or otherwise.
    

    
      4.                 Certain
      Rights and Obligations.
    

    
      (a)                          The Guarantors authorize the Agent and the
      Banks, without notice, demand or any reservation of rights against the
      Guarantors and without affecting the Guarantors’ obligations hereunder,
      from time to time: (i) to renew, extend, increase, accelerate or
      otherwise change the time for payment of, the terms of or the interest
      on the Indebtedness or any part thereof or grant other indulgences to
      the Debtor or others, and to otherwise modify the terms of the Loan
      Agreement and the other Loan Documents; (ii) to accept from any Person
      and hold collateral for the payment of the Indebtedness or any part
      thereof, and to modify, exchange, enforce or refrain from enforcing, or
      release, compromise, settle, waive, subordinate or surrender, with or
      without consideration, such collateral or any part thereof; (iii) to
      accept and hold any endorsement or guaranty of payment of the
      Indebtedness or any part thereof, and to discharge, release or
      substitute any such obligation of any such endorser or guarantor, or any
      Person who has given any security interest in any collateral as security
      for the payment of the Indebtedness or any part thereof, or any other
      Person in any way obligated to pay the Indebtedness or any part thereof,
      and to enforce or refrain from enforcing, or compromise or modify, the
      terms of any obligation of any such endorser, guarantor, or Person; (iv)
      to dispose of any and all collateral securing the Indebtedness in any
      manner as the Agent or the Banks, in their sole discretion, may deem
      appropriate, and to direct the order or manner of such disposition and
      the enforcement of any and all endorsements and guaranties relating to
      the Indebtedness or any part thereof as the Agent or the Banks in their
      sole discretion may determine; (v) except as otherwise provided in the
      Loan Agreement, to determine the manner, amount and time of application
      of payments and credits, if any, to be made on all or any part of any
      component or components of the Indebtedness (whether principal,
      interest, fees, costs, and expenses, or otherwise); and (vi) to take
      advantage or refrain from taking advantage of any security or accept or
      make or refrain from accepting or making any compositions or
      arrangements when and in such manner as the Agent or the Banks, in their
      sole discretion, may deem appropriate and generally do or refrain from
      doing any act or thing which might otherwise, at law or in equity,
      release the liability of Guarantors as a guarantor or surety in whole or
      in part, and in no case shall the Agent or the Banks be responsible, nor
      shall any Guarantor be released, either in whole or in part for any act
      or omission in connection with the Agent or the Banks having sold any
      security at an under value.
    

    
      
        

        

      

      
        
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      (b)                          If any default shall be made in the payment
      of any of the Indebtedness and any grace period has expired with respect
      thereto, each Guarantor jointly and severally hereby agrees to pay the
      same in full to the extent hereinafter provided:  (i) without deduction
      by reason of any setoff, defense (other than payment) or counterclaim of
      the Debtor; (ii) without requiring presentment, protest or notice of
      nonpayment or notice of default to Guarantors, to the Debtor or to any
      other Person, except as required pursuant to the Loan Agreement; (iii)
      without demand for payment or proof of such demand or filing of claims
      with a court in the event of receivership, bankruptcy or reorganization
      of the Debtor; (iv) without requiring the Agent or the Banks to resort
      first to the Debtor (this being a guaranty of payment and not of
      collection) or to any other guaranty or any collateral which the Banks
      may hold; (v) without requiring notice of acceptance hereof or assent
      hereto by the Agent or the Banks; and (vi) without requiring notice that
      any of the Indebtedness has been incurred, extended or continued or of
      the reliance by the Agent or the Banks upon this Guaranty; all of which
      the Guarantors hereby waive.
    

    
      (c)       The Guarantors’ obligations hereunder shall not be affected by
      any of the following, all of which the Guarantors hereby waive:  (i) any
      failure to perfect or continue the perfection of any security interest
      in or other lien on any collateral securing payment of any of the
      Indebtedness or the Guarantors’ obligations hereunder; (ii) the
      invalidity, unenforceability, propriety of manner of enforcement of, or
      loss or change in priority of any such security interest or other lien
      or guaranty of the Indebtedness; (iii) any failure to protect, preserve
      or insure any such collateral; (iv) failure of Guarantors to receive
      notice of any intended disposition of such collateral; (v) any defense
      arising by reason of the cessation from any cause whatsoever of
      liability of the Debtor, including, without limitation, any failure,
      negligence or omission by the Agent or the Banks in enforcing their
      claims against the Debtor; (vi) any release, settlement or compromise of
      any obligation of the Debtor, other than as a result of the payment of
      the Indebtedness; (vii) the invalidity or unenforceability of any of the
      Indebtedness or other obligations guaranteed hereunder; (viii) any
      change of ownership of the Debtor or the insolvency, bankruptcy or any
      other change in the legal status of the Debtor; (ix) any change in, or
      the imposition of, any law, decree, regulation or other governmental act
      which does or might impair, delay or in any way affect the validity,
      enforceability or the payment when due of the Indebtedness; (x) the
      existence of any claim, setoff or other rights which Guarantors may have
      at any time against the Agent, any Bank or the Debtor in connection
      herewith or any unrelated transaction (provided that the foregoing shall
      not prohibit Guarantor from bringing a separate action for any such
      claim, provided such action shall not reduce, impair or effect its
      liability hereunder); (xi) the Agent’s or any Bank’s election, in any
      case instituted under chapter 11 of the United States Bankruptcy Code,
      of the application of section 1111(b)(2) of the United States Bankruptcy
      Code; (xii) any borrowing, use of cash collateral, or grant of a
      security interest by the Debtor, as debtor in possession, under sections
      363 or 364 of the United States Bankruptcy Code; (xiii) the disallowance
      of all or any portion of any of the Agent’s or any Bank’s claims for
      repayment of the Indebtedness under sections 502 or 506 of the United
      States Bankruptcy Code; (xiv) (A) any change in the amount, interest
      rate or due date or other term of any of the obligations hereby
      guaranteed, (B) any change in the time, place or manner of payment of
      all or any portion of the obligations hereby guaranteed, (C) any
      amendment or waiver of, or consent to the departure from or other
      indulgence with respect to, the Loan Agreement, any other Loan Document,
      or any other document or instrument evidencing or relating to any
      obligations hereby guaranteed, or (D) any waiver, renewal, extension,
      addition, or supplement to, or deletion from, or any other action or
      inaction under or in respect of, the Loan Agreement, any of the other
      Loan Documents, or any other documents, instruments or agreements
      relating to the obligations hereby guaranteed or any other instrument or
      agreement referred to therein or evidencing any obligations hereby
      guaranteed or any assignment or transfer of any of the foregoing; (xv)
      any act or failure to act by Debtor or any other Person which may
      adversely affect any Guarantor’s subrogation rights, if any, against
      Debtor to recover payments made under this Guaranty; (xvi)  the
      incapacity, lack of authority, death or disability of Debtor or any
      other Person, or the failure of Agent or the Banks to file or enforce a
      claim against the estate (either in administration, bankruptcy or in any
      other proceeding) of Debtor or Guarantors or any other Person; (xvii) 
      the dissolution or termination of existence of Debtor, any Guarantor or
      any other Person; (xviii)  the failure of Agent and the Banks to give
      notice of the existence, creation or incurring of any new or additional
      indebtedness or obligation of Debtor or of any action or nonaction on
      the part of any other person whomsoever in connection with any
      obligation hereby guaranteed; (xix) any failure or delay of Agent and
      the Banks to commence an action against Debtor or any other Person, to
      assert or enforce any remedies against Debtor under the Loan Agreement,
      the Notes or the other Loan Documents, or to realize upon any security;
      (xx) any failure of any duty on the part of Agent and the Banks to
      disclose to Guarantors any facts it may now or hereafter know regarding
      Debtor or any other Person, any of their properties or any of the
      improvements located thereon, whether such facts materially increase the
      risk to Guarantors or not; (xxi)  failure to accept or give notice of
      acceptance of this Guaranty by Agent and the Banks; (xxii) failure to
      make or give notice of presentment and demand for payment of any of the
      indebtedness or performance of any of the obligations hereby guaranteed;
      (xxii) failure to make or give protest and notice of dishonor or of
      default to Guarantors or to any other party with respect to the
      indebtedness or performance of obligations hereby guaranteed;
      (xxiv) either with or without notice to Guarantors, any renewal,
      extension, modification, amendment or another changes in the
      Indebtedness, including but not limited to any material alteration of
      the terms of payment or performance of the Indebtedness; or (xxv) any
      other fact or circumstance which might otherwise constitute grounds at
      law or equity for the discharge or release of a Guarantor from its
      obligations hereunder, all whether or not Guarantors shall have had
      notice or knowledge of any act or omission referred to in the foregoing
      clauses (i) through (xxv) of this Paragraph 4.
    

    
      
        

        

      

      
        
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      5.                 Representations,
      Warranties and Covenants.
    

    
      (a)                          Guarantors further represent and warrant to
      the Agent and the Banks that:  (i) the Trust is a real estate investment
      trust duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its organization, and has full power,
      authority and legal right to own its property and assets and to transact
      the business in which it is engaged, and each other Guarantor is a
      limited partnership or limited liability company duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization, and has the full power, authority and legal right to own
      its property and assets and to transact the business in which it is
      engaged; (ii) each Guarantor has full power, authority and legal right
      to execute and deliver, and to perform its obligations under, this
      Guaranty, and has taken all necessary action to authorize the guarantee
      hereunder on the terms and conditions of this Guaranty and to authorize
      the execution, delivery and performance of this Guaranty; and (iii) this
      Guaranty has been duly executed and delivered by Guarantors and
      constitutes a legal, valid and binding obligation of Guarantors
      enforceable against Guarantors in accordance with its terms.  In
      addition, each representation and warranty that is applicable to or is
      made by any Subsidiary under the Loan Agreement or any other Loan
      Document is hereby incorporated herein by this reference and the
      Guarantors (other than the Trust) hereby make, restate and reaffirm each
      such representation and warranty.
    

    
      (b)                          Each covenant and agreement that is
      applicable to or is to be performed by any Subsidiary under the Loan
      Agreement or any other Loan Document is hereby incorporated herein by
      this reference and the Guarantors (other than the Trust) hereby agrees
      to perform or abide by each such covenant and agreement.
    

    
      6.                 Security;
      Assets - Negative Pledge.
    

    
      Guarantors warrant and represent to and covenant with the Agent and the
      Banks that: (i) each Guarantor has good, indefeasible and merchantable
      title to all of its assets, and (ii) each Guarantor shall not grant a
      security interest in or permit a lien, claim or encumbrance upon any of
      its assets in favor of any third party, except as otherwise allowed
      under the Loan Agreement..
    

    
      7.                 Termination.
    

    
      This Guaranty shall remain in full force and effect until all of the
      Indebtedness shall be finally and irrevocably paid in full, all Letters
      of Credit are returned and surrendered to Issuing Bank without any draw
      thereunder, and the commitments under the Loan Agreement shall have been
      terminated.  Payment of all of the Indebtedness from time to time shall
      not operate as a discontinuance of this Guaranty.  The Guarantors
      further agree that, to the extent that the Debtor makes a payment or
      payments to the Agent or any of the Banks on the Indebtedness, or the
      Agent or the Banks receive any proceeds of collateral securing the
      Indebtedness which payment or receipt of proceeds or any part thereof is
      subsequently invalidated, declared to be fraudulent or preferential, set
      aside or required to be returned or repaid to the Debtor, its estate,
      trustee, receiver, debtor in possession or any other Person, including,
      without limitation, any guarantor, under any insolvency or bankruptcy
      law, state or federal law, common law or equitable cause, then to the
      extent of such payment, return or repayment, the obligation or part
      thereof which has been paid, reduced or satisfied by such amount shall
      be reinstated and continued in full force and effect as of the date when
      such initial payment, reduction or satisfaction occurred, and this
      Guaranty shall continue in full force notwithstanding any contrary
      action which may have been taken by the Agent or the Banks in reliance
      upon such payment, and any such contrary action so taken shall be
      without prejudice to the Agent’s or the Banks’ rights under this
      Guaranty and shall be deemed to have been conditioned upon such payment
      having become final and irrevocable.
    

    
      
        

        

      

      
        
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      8.                 Guaranty
      of Performance.
    

    
      The Guarantors also jointly and severally guarantee the full, prompt and
      unconditional performance of all obligations and agreements of every
      kind owed or hereafter to be owed by the Debtor and the other Guarantors
      to the Agent or the Banks.  Every provision for the benefit of the Agent
      or the Banks contained in this Guaranty shall apply to the guaranty of
      performance given in this Paragraph 8.
    

    
      9.                 Assumption
      of Liens and Indebtedness.
    

    
      To the extent that any Guarantor has received or shall hereafter receive
      contributions to its capital consisting of assets of the Debtor that are
      subject, at the time of such contribution, to liens and security
      interests in favor of the Agent or the Banks in accordance with the Loan
      Agreement, each Guarantor hereby expressly agrees that (i) it shall hold
      such assets subject to such liens and security interests and subject to
      the terms of the Loan Agreement and (ii) it shall be liable for the
      payment of the Indebtedness secured thereby.  The Guarantors’
      obligations under this Paragraph 9 shall be in addition to their
      obligations as set forth in other sections of this Guaranty and not in
      substitution therefor or in lieu thereof.
    

    
      10.                Miscellaneous.
    

    
      (a)                          The terms “Debtor” and “Guarantor” or
      “Guarantors” as used in this Guaranty shall include:  (i) any successor
      individual or individuals, association, partnership or corporation to
      which all or a substantial part of the business or assets of the Debtor
      or a Guarantor shall have been transferred and (ii) any other entity
      into or with which the Debtor or a Guarantor shall have been merged,
      consolidated, reorganized, or absorbed.  Nothing herein shall be deemed
      to modify any restrictions regarding assignments, transfers, mergers,
      consolidations or reorganizations set forth in the Loan Agreement.
      Notwithstanding anything herein to the contrary, no Guarantor shall
      assign or transfer any of its rights or obligations under this Guaranty
      without the prior written consent of each of the Banks.
    

    
      (b)                          Without limiting any other right of the
      Agent or the Banks, whenever the Agent or the Banks have the right to
      declare any of the Indebtedness to be immediately due and payable
      (whether or not it has been so declared), subject to the notice
      requirements and other limitations set forth in Section 13 of the Loan
      Agreement, the Agent and the Banks at their sole election without notice
      to any of the undersigned may appropriate and set off against the
      Indebtedness:  (i) any and all indebtedness or other moneys due or to
      become due to a Guarantor by the Agent or the Banks in any capacity and
      (ii) any credits or other property belonging to a Guarantor (including
      all account balances, whether provisional or final and whether or not
      collected or available) at any time held by or coming into the
      possession of the Agent or any of the Banks, or any affiliate of the
      Agent or any of the Banks, whether for deposit or otherwise, whether or
      not the Indebtedness or the obligation to pay such moneys owed by the
      Agent or Banks is then due, and the Agent or the Banks shall be deemed
      to have exercised such right of set off immediately at the time of such
      election even though any charge therefor is made or entered on the
      Agent’s or the Banks’ records subsequent thereto.
    

    
      
        

        

      

      
        
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      (c)                          The Guarantors’ obligation hereunder is to
      pay the Indebtedness in full when due according to the Loan Agreement to
      the extent provided herein, and shall not be affected by any stay or
      extension of time for payment by the Debtor resulting from any
      proceeding under the United States Bankruptcy Code or any similar law.
    

    
      (d)                          No course of dealing between the Debtor or
      any Guarantor and the Agent or the Banks and no act, delay or omission
      by the Agent or the Banks in exercising any right or remedy hereunder or
      with respect to any of the Indebtedness shall operate as a waiver
      thereof or of any other right or remedy, and no single or partial
      exercise thereof shall preclude any other or further exercise thereof or
      the exercise of any other right or remedy.  The Agent or the Banks may
      remedy any default by the Debtor under any agreement with the Debtor or
      with respect to any of the Indebtedness in any reasonable manner without
      waiving the default remedied and without waiving any other prior or
      subsequent default by the Debtor.  All rights and remedies of the Agent
      and the Banks hereunder are cumulative.
    

    
      (e)                          The term “Banks” as used herein shall have
      the same meaning as in the Loan Agreement and this Guaranty shall inure
      to the benefit of the Agent and such Banks.
    

    
      (f)                          Captions of the paragraphs of this Guaranty
      are solely for the convenience of the Agent, the Banks and the
      Guarantors, and are not an aid in the interpretation of this Guaranty.
    

    
      (g)                          If any provision of this Guaranty is
      unenforceable in whole or in part for any reason, the remaining
      provisions shall continue to be effective.
    

    
      (h)                          THIS
      GUARANTY IS A CONTRACT UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL
      FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
      LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
      OF LAW).  EACH GUARANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
      THIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR
      THE STATE OF OHIO OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO
      THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS
      IN ANY SUCH SUIT BEING MADE UPON SUCH GUARANTOR BY MAIL AT THE ADDRESS
      SPECIFIED IN THE OPENING PARAGRAPH HEREOF.  EACH GUARANTOR HEREBY WAIVES
      ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
      SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
      COURT.
    

    
      (i)                          Time is of the essence with respect to each
      and every covenant, agreement and obligation of Guarantors under this
      Guaranty and any and all Loan Documents to which such Guarantor is a
      party.
    

    
      (j)                          Each notice, demand, election or request
      provided for or permitted to be given pursuant to this Guaranty
      (hereinafter in this paragraph referred to as “Notice”) must be in
      writing and shall be deemed to have been properly given or served by
      personal delivery or by sending same by overnight courier or by
      depositing same in the United States Mail, postpaid and registered or
      certified, return receipt requested, or as expressly permitted herein,
      by telegraph, telecopy, telefax or telex, and addressed as follows:
    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    
      If to the Agent or the Banks:
    

    
    	
           
        	
          KeyBank National Association, as Agent
        
	

        	
          1200 Abernathy Road, N.E.
        
	

        	
          Suite 1550
        
	

        	
          Atlanta, Georgia 30328
        
	

        	
          Attn: Daniel Silbert
        
	

        	
          Telecopy No.: (770) 510-2195
        


    

    
      With a copy to:
    

    
    	
           
        	
          McKenna Long & Aldridge LLP
        
	

        	
          5300 SunTrust Plaza
        
	

        	
          303 Peachtree Street
        
	

        	
          Atlanta, Georgia 30308
        
	

        	
          Attn: William F. Timmons, Esq.
        
	

        	
          Telecopy No.: (404) 527-4198
        


    

    
      If to the Guarantors:
    

    
    	
           
        	
          c/o Ramco-Gershenson Properties Trust
        
	

        	
          Suite 300
        
	

        	
          31500 Northwestern Highway
        
	

        	
          Farmington Hills, Michigan 48334
        
	

        	
          Attn: Chief Financial Officer
        
	

        	
          Telecopy No.: (248) 350-9925
        


    

    
      With a copy to:
    

    
    	
           
        	
          Honigman Miller Schwartz & Cohn LLP
        
	

        	
          Suite 100
        
	

        	
          38500 Woodward Avenue
        
	

        	
          Bloomfield Hills, Michigan 48304-5048
        
	

        	
          Attn: Alan M. Hurvitz, Esq.
        
	

        	
          Telecopy No.: (248) 566-8455
        


    

    
      Each Notice shall be effective upon being personally delivered or upon
      being sent by overnight courier or upon being deposited in the United
      States Mail as aforesaid, or if transmitted by facsimile, upon being
      sent and confirmation of receipt.  The time period in which a response
      to such Notice must be given or any action taken with respect thereto
      (if any), however, shall commence to run from the date of receipt if
      personally delivered or sent by overnight courier, or if so deposited in
      the United States Mail, the earlier of three (3) Business Days following
      such deposit or the date of receipt as disclosed on the return receipt,
      or if sent by facsimile, upon receipt or the next Business Day if
      received after 5:00 p.m. (Cleveland time) or on a day that is not a
      Business Day.  Rejection or other refusal to accept or the inability to
      deliver because of changed address for which no notice was given shall
      be deemed to be receipt of the Notice sent.  By giving at least fifteen
      (15) days prior Notice thereof, the Guarantors or Agent shall have the
      right from time to time and at any time during the term of this Guaranty
      to change their respective addresses and each shall have the right to
      specify as its address any other address within the United States of
      America.
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    
      11.                Waivers.
    

    
      (a)                          EACH
      GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION
      LAWS.
    

    
      (b)                          IN
      THE EVENT OF A DEFAULT UNDER THE LOAN AGREEMENT, EACH GUARANTOR HEREBY
      WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE
      EXERCISE BY THE AGENT OR THE BANKS OF ANY OF THEIR RIGHTS AND REMEDIES
      UNDER THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT
      LIMITATION ANY OF THEIR RIGHTS TO REPOSSESS ANY COLLATERAL WITHOUT
      JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL OR
      OTHER ASSETS OF DEBTOR OR ANY GUARANTOR WITHOUT PRIOR NOTICE OR
      HEARING.  EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
      COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS GUARANTY.
    

    
      (c)                          EACH
      GUARANTOR ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY
      JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY
      WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, ANY OBJECTION
      BASED ON FORUM NON CONVENIENS, ANY OBJECTION TO
      VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND WAIVES ANY BOND OR SURETY
      OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
      OF THE AGENT OR THE BANKS.
    

    
      12.                Trust
      Exculpation.
    

    
      Subject to the terms of this Paragraph 12, all persons having a claim
      against the Trust (as a Guarantor or general partner of Debtor),
      hereunder or in connection with any matter that is the subject hereof,
      shall look solely to (i) the Trust’s interest and rights in Debtor (as a
      general partner or limited partner), (ii) the amount of any Net Offering
      Proceeds not contributed to the Debtor, (iii) all accounts receivable,
      including the amount of any Distributions received by the Trust from the
      Debtor and not distributed to shareholders of the Trust as permitted by
      the Loan Agreement, (iv) all rights and claims (including amounts paid
      under) the Tax Indemnity Agreement, (v) all cash and Short-term
      Investments in an amount in excess of $500,000.00, (vi) any other assets
      which the Trust may now own or hereafter acquire with the consent of
      Agent pursuant to Section 7.17 of the Loan Agreement, (vii) all
      documents and agreements in favor of the Trust in connection with any of
      the foregoing, (viii) all claims and causes of action arising from or
      otherwise related to any of the foregoing, and all rights and judgments
      related to any legal actions in connection with such claims or causes of
      action, and (ix) all extensions, additions, renewals and replacements,
      substitutions, products or proceeds of any of the foregoing (the
      “Attachable Assets”), and in no event shall the obligation of the Trust
      be enforceable against any shareholder, trustee, officer, employee or
      agent of the Trust personally.  In no event shall any person have any
      claim against:  (i) the cash, Short-term Investments of the Trust and
      the property described in Schedule 6.29 to the Loan Agreement,
      all under the heading of “Other Permitted Assets”, (ii) all documents
      and agreements in favor of the Trust in connection with any of the
      foregoing, (iii) all claims and causes of action arising from or
      otherwise related to any of the foregoing, and all rights and judgments
      related to any legal actions in connection with such claims or causes of
      action, and (iv) all extensions, additions, renewals and replacements,
      substitutions, products or proceeds of any of the foregoing (the “Other
      Permitted Assets”).  The Agent and the Banks have agreed to the terms of
      this Paragraph 12 solely based upon the representation and covenant of
      Debtor and the Trust that the Trust does not and will not own any assets
      other than the Attachable Assets and the Other Permitted
      Assets.  Notwithstanding anything in this Paragraph 12 to the contrary,
      the foregoing limitation on liability and recourse to the Trust (as a
      Guarantor or general partner of Debtor) shall be null and void and of no
      force and effect, and Agent and the Banks shall have full recourse
      against the Trust, individually as a Guarantor and in its capacity as
      general partner of Debtor, and to all of its assets (including, without
      limitation, the Other Permitted Assets) in the event that the Trust
      shall now or at any time hereafter own any asset other than or in
      addition to the Other Permitted Assets and the Attachable
      Assets.  Nothing herein shall limit the rights of the Agent and the
      Banks against the Debtor.
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      13.                Release
      of Guarantors.
    

    
      Under certain circumstances described in Section 5.6 of the Loan
      Agreement, certain Subsidiaries of the Debtor may obtain from the Agent
      a written release from this Guaranty pursuant to the provisions of such
      section, and upon obtaining such written release, any such Subsidiary
      shall no longer be a Guarantor hereunder.  Each other Guarantor consents
      and agrees to any such release and agrees that no such release shall
      affect its obligations hereunder.
    

    
      14.                Joint
      and Several Obligations.
    

    
      All of the representations, warranties, covenants, obligations and
      liabilities of the Guarantors hereunder shall be joint and several.
    

    
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      IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be
      executed as of the day and year first written above.
    

    
    	
           
        	
          
            TRUST:
          

        	

        	

        
	

        	

        	

        	
           
        
	

        	
          RAMCO-GERSHENSON PROPERTIES TRUST,
        	

        
	

        	
          a Maryland real estate investment trust
        	

        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ DENNIS GERSHENSON
        	

        
	

        	
          Name:
        	
          Dennis Gershenson
        	

        
	

        	
          Title:
        	
          President and CEO
        	

        
	

        	

        	
          [SEAL]
        	

        


    

    
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